Lilian Holt and the MCU
by AwkwardPanda2017
Summary: Lilian Holt, formerly known as Willow of Asgard, is a nature spirit that was influenced by the very Earth herself into making weapons for a secret government agency called the S.S.R. back when WWII started. Fast forward 70 years and we see Nick Fury asking her to join a team of extraordinary people called The Avengers. Tony/OC pairing. Rated M for graphic violence.
1. Chapter 1

**Author's Note: **Hello again! As always, thanks for taking time to read this! I don't have someone editing this for me, so please keep that in mind. If you like this, be sure to follow and favorite! Questions? DM me, I'll answer ASAP! Without further ado, I present to you, Lilian Holt and the MCU!

Disclaimer: The only thing I own in this story is my OC. Everything else is owned by Marvel (RIP Stan Lee, we miss you!)

Lilian almost snorted. "Wait, let me get this straight… You want me, a nature spirit perverted by Earth herself, to join a team of exceptionally unique people in order to save the Earth from a threat from outer space? What part of "volatile nature spirit" do you not understand, Fury? I may be making weapons for Shield, but I don't plan on becoming one of your little superheroes."

"Holt, we need you. You're the only one with the knowledge to track the Tesseract. You know the lay of the Earth better than any scientist I know."

"Again, Fury. What did I say about buttering me up? I may know the lay of the Earth, but I don't see how that'll help you track it. Unless there's something you're not telling me."

There was an uncomfortable silence for a few moments. Lilian raised one eyebrow at Fury, trying to keep her emotions in control. "Alright, the Tesseract also emits low-level Gamma Radiation. There's only one other person I know that can identify and track gamma radiation as well as you can, and one of my agents is already talking to him as we speak."

"You mean one of my agents. I basically created this organization, Fury. You're only the director because I didn't want to be in charge of this. Once Captain America helped end WWII, I stepped back an allowed others to have control. But I still own over 75% of the stocks to this organization. Which is another reason I don't want to join The Avengers. I don't want to work for the company I started almost 80 years ago. That's kinda messed up in my books. Now, if you'll excuse me, I have an interview to attend. Young Anthony Stark wants to be my assistant. I worked with his father way back when, and I promised him that I'd look after his kid if anything happened to Howard and his wife. I've not held up my end of the deal, sadly. Something about Shield breathing down my neck. I'll think about your offer, Fury. You'll have my answer on Thursday, that is if you come to my party. And if you do, bring Coulson. I like him."

Lilian smirked as she shut the door in Fury's face, finally able to let out a bit of her emotions. She didn't like when people hid things from her, and she could tell there was a lot that Fury wasn't telling her. Maybe she could chat with Loki about that next time she saw him. After taking several deep breaths, Lilian walked towards the interview room and opened the door. "Hello, Mr. Stark. I'm going to be straight forward here. I knew your father, he and I worked together to create what is now Shield. Back when he and your mother found out they were going to have you, he made me promise to watch out for you if anything should happen to them. I've not help up my end of the deal, sadly. But I plan to change that, right now. This isn't an interview. It's an introduction to Holt Weapons Industries. As long as you can bring a few new ideas to the table, and help me with the copious amounts of paperwork, you will be able to do your own research and development on Tuesdays and Thursdays. There is one thing I want to make clear, you did not get this job because of your father. While the promise I made does come into play, you've earned this place by your own hard work. I've been keeping a close eye on your achievements throughout the years, and I believe that you deserve this position. Just sign your name here and here and then you are good to go. The second floor of R&D is your personal lab, mine is on the first floor. If you have any questions, please come ask. If I'm not in the lab, I'm more than likely gonna be in my weapon testing room on the fourth floor. The code to access the room is in the file. Welcome to Holt Weapons Industries!"

Tony just sat there with an incredibly cute shocked look on his face. "_Wait, cute? What are you saying, Mistress Earth? I can't… no, that would be wrong!" _

"_Oh come now, you can't deny he has charm." _

"_Yes, he has charm. But I'm a 1500-year-old nature spirit! It wouldn't be appropriate!" _

"_Well, you do happen to listen to what I say. You'll find out for yourself what kind of man he is during your party on Thursday," Mistress Earth replied, a smug tone to her voice. _

Lilian just sighed, rubbing her temples. "If you'll excuse me, Mr. Stark. I need a stiff drink before I can continue with my work today. Director Fury is one headache I can never get rid of."

Lilian walked out of the room, and immediately went for the fourth floor. It was time to test out her new battle axe. Hand forged from Damascus steel, with elegant Norse runes carved into the handle, it also had a shotgun function in it. It had the quick load function of a Remington 870 and shot slugs for extra damage. That combined with the runes in the handle, and this was a powerful weapon. Lilian sighed and started her combat training.

Tony was shocked. After signing the paperwork, he watched his (incredibly attractive) new boss sigh, rub her forehead, and start walking towards the door, grumbling about Nick Fury. He didn't understand how this person could possibly be the same woman she had seen in pictures with his father. Yeah, they looked similar, but that would make her almost as old as the Capsicle himself! He shook his head and decided to ask her about that later. He made his way to the second floor and almost fainted at the sight of all the tech in the lab. He immediately rushed over, pulled out his flash drive and got to work on his AI. Fifteen minutes later, he almost had a heart attack when he heard the sound of gunshots from above him. He rushed up the stairs, peeking into every room until he got to the fourth floor. What he saw through the glass wall left his mouth dry. His boss was in a skin-tight combat suit with her hair pulled up in a bun. She was swinging a steel axe at automated combat dummies and firing shots from the handle every so often. Tony swallowed hard. He couldn't afford to bring personal feelings into work. He slowly walked back downstairs, not noticing that his boss was watching him with a confused look on her face.

By the end of the day, Tony finally had his AI, J.A.R.V.I.S. done and had him uploaded to the building network. "Good Evening, Mr. Stark. The time is 5:24 pm and it is 72 degrees out."

"J.A.R.V.I.S. can you tell me where Miss Holt is?"

"Miss Holt is currently in her lab."

"Thanks, buddy!" Tony called as he exited his lab, excited to show his boss what he had done. He ran past the elevator, not wanting to wait. Once he got down to the first floor, he ran to Miss Holt's door and opened it only to find his boss sitting on the floor against a small bar, her eyes slightly glazed over. "JARVIS, can you tell if Miss Holt stays somewhere here in the building?"

"Miss Holt currently stays on the other side of the building on the second floor. I've lit the path for you."

"Thanks again, buddy. Come on, Miss Holt. Let's get you to your room," Tony said as he went to pick up Miss Holt from the floor. While he helped her walk, he heard her start to mumble things like, "Mistress Earth was right about you, Tony. She said I could trust you." and "No, no. Not Loki. You must be mistaken. I would have felt it." Tony just brushed it off as drunken mumblings. Once they got to Miss Holt's room, Tony set her down on the couch and started her coffee pot. While he waited for the coffee to brew, he found some ibuprofen in a drawer by the sink and grabbed 2 pills for her. He brought that and a cup of strong, black coffee over to her and set it down on the table in front of the couch. "Miss Holt, you need to take this ibuprofen and drink this cup of coffee. You'll feel better in the morning."

Miss Holt just nodded and started drinking. Tony watched, astonished, as she started to quickly sober up. Fifteen minutes after her cup was finished, Miss Holt was completely sober. "Thank you, Mr. Stark. I'm guessing you have a lot of questions for me. I will try to answer them as honestly as I can. Some answers I will not be able to give you at this time, for both your safety and mine. So, what do you want to know?"

"Well, for starters, do you really expect me to believe that you're the same person that I've seen in pictures with my father and mom?"

"Ah, yes. Well, this is going to be a bit hard to believe, but I'm actually a nature spirit that's originally from the realm of Asgard. When the current king, Odin, ascended the throne, I left. I did not like what he did to the realm. I came here to Earth, or Midgard as it was known to me. I watched as humans waged war on each other. When World War II came around, I had been, in a sense, corrupted by Mistress Earth. She wanted me to make weapons to help end the war faster, and she gave me the knowledge to do so. I helped your father and Peggy Carter create the SSR that later turned into Shield. At the time, I was known as Willow of Asgard. They all just called me Willow. After Captain America went down in the ice, I left. I didn't like that the government wanted to keep a secret agency devoted to war in operation. Thus it fell to Howard Stark. I found out later that he left it as well when he found out that he was going to be a dad. Around that time, I encountered a hostile Russian witch who cursed me. I was only able to speak my native language, Old Norse, and I couldn't go into any majorly populated area, so I settled in Colorado. I spent years there, wandering around trying to find a way to break the curse. Then two Asgardians, Thor and Loki, landed on Earth. I was investigating Mjolnir when they found me. Once I figured out who they were, I felt a strange pull towards Loki. When I looked him in the eye, we formed a magical connection and my curse broke. When they went back to Asgard, I came here to New York and started making weapons. Shield found me again and demanded I make them weapons. I agreed and that leads us to where we are now."

"That's… actually, I can believe that. My father told me a bit about you. I know what you said was true. So uh, what's with this promise you made my dad?"

"Yes, when your dad found out that his wife was pregnant, he made me promise to watch out for you if anything were to ever happen to them. I agreed, and that promise was bound to my magic. I could still use magic after he passed, but my use was limited to rune and communicating with nature. And since I spent a majority of that time wandering the earth, I couldn't really hold up my end of the deal. Which I why I reached out to you, I wanted to see what you could do in a proper environment and I also wanted to be able to use my magic again."

"Oh. Okay then. That makes sense. So, if you're a nature spirit that originally from Asgard, how old are you?"  
"My body appears to be about 21 Midgardian years old, and my mind reflects that. I am, in fact, around 1700 years old, give or take a few hundred. When you're as old as I am, you tend to stop counting after 1500."

"Wow, okay."

Miss Holt laughed. "Is there anything else you'd like to know, Mr. Stark."

"No, I think I'm good for now. And please, call me Tony."

"Alright then, Tony. You may call me Lilian if you'd like. You are free to go for the day. If you'd like, I have a room set up for you one floor above mine. You don't have to stay there tonight, I understand if you need some time to decide if you'd like to stay here or not. Please don't forget about the party on Thursday. I'd say a dress shirt and pants would be appropriate, but you may dress however you choose."

"Thanks, Lilian. I'll think about moving here, my apartment is very small. I'll see you tomorrow at 9!" Tony yelled.

As Tony left Lilian's rooms, he heard her sigh.


	2. Chapter 2

**Author's Note:** There *was* explicit content in this chapter, but to abide by Fanfiction's guidelines, I have removed that section from this chapter, making it a lot shorter. If you'd like to read that section, go over to AO3 (Archive of Our Own) and search stormbladeofskyrim (my username) and this story should be listed. I also want to mention that there is a small mention of violence, nothing that should need a warning though. Hope you enjoy this chapter!

Disclaimer in Chapter One will add as needed.

Lilian was pacing nervously. She had agreed to join The Avengers if, and only if, they allowed Tony to join as well. He was incredibly perceptive and very intelligent. After presented with the idea of clean energy, he had an incredibly genius invention. He called it an Arc Reactor. It only needed a slight electrical pulse before it was able to sustain itself. He wanted to incorporate the Arc reactor into armor suits, but that would take more time as he needed to develop neural sensors and find a metal that worked well with the suit. It was a very good project for him to work on, and if it was successful, she would have him pitch it to Shield or the military if he wanted.

Besides having to deal with Fury, she also had to put on this party. She was going to meet her new team. For some reason, the prospect of meeting these new people had her so nervous she was sweating. She heard a knock on the door and she quickly unlocked it. When she opened the door, she was surprised to see Tony standing there, two drinks in his hand. "I brought you a drink, it kinda sounded like you need one," Tony explained, handing her a glass full of clear alcohol with ice in it.

Lilian sniffed at it and smiled inwardly. Vikingfjord Vodka, what a nice gesture. Then she winced, remembering Tuesday night. "Thank you, Tony. Are you all set for the party? Guests should be arriving soon, no doubt Fury's gonna bring all of our new team in with him. I hope he brings Coulson, that'll be the only way I'll be able to stand dealing with the Space Pirate."

There was a snort from her left and she glanced at Tony. "That wasn't me," he defended with a smirk.

Suddenly, there was a knock on the polished, mahogany (THAT IS MAHOGANY!) front door and Lilian felt her face fall a bit. "_It would appear that the first guests are here, Miss Holt. It is Director Fury and the rest of The Avengers. Phil Coulson is also with them." _

"Thank you, JARVIS. Can you list the names of all the people Fury has with him so I know when I greet them?"

"_Certainly. There is Bruce Banner, also known as The Hulk, Thor Odinson, Steve Rogers, also known as Captain America, and Natasha Romanov, also known as The Black Widow. The only person missing from my list is Clint Barton, also known as Hawkeye. Shall I let them in?" _

"Yes, please JARVIS. Tony and I will be down in a moment."

Lilian braced herself as she walked to the mirror to check her makeup and outfit one last time. Her green eyeshadow made her eyes pop just right, and her dark brown hair was pulled back away from her face, held up by enchanted bobby pins. Her skin-tight green dress matched her eyes and ended a few inches above her knees. The black denim jacket vest was in perfect order, and her feet were bare a usual, allowing her to sense the atmosphere around her. She sighed, knowing she was stalling. "For what it's worth, I think you look exceptionally pretty tonight," Tony pointed out. She could practically hear him wincing afterward.

"Well, let's get on with it then. Fury is someone to be dealt with sooner rather than later."

The elevator ride down to the main floor was silent, Lilian working on creating the perfect mask and Tony trying to keep his excitement in check. The elevator dinged and as the doors opened, Lilian almost stumbled due to the influx of emotions she felt from the others. "Hello, welcome friends. It's good to see you again, Thor. You as well Captain. As for the others new here, I am Lilian Holt, CEO of Holt Weapons Industries. This is my assistant, Tony Stark. It is wonderful to have you in my home! Please, help yourself to some refreshments as we wait for the other guests to arrive," Lilian introduced, trying not to let her mask break. Thor seemed troubled, something she had never felt in the God of Thunder before.

Once everyone had settled in, she went over to Thor, concern on her face. "You are troubled, God of Thunder. What is it?" she asked, slipping into her Willow persona.

"Aye, Lady Willow. It is Loki. Once we returned to Asgard, Loki was told of his Jotunn heritage and became angry. Father fell into the Odinsleep and I was too ill to take the throne. Loki assumed the role as King, and he started scheming, driven mad by his anger towards Father. He went to Jotunheim and told Laufey that he would give a handful of Jotunns access to the Palace so they could kill Father as he slept. It was really a scheme to murder the Jotunn king and destroy Jotunheim. Loki started to unleash the full force of the Bifrost on Jotunheim. It was only stopped when I destroyed part of the Bifrost. Loki let himself fall into the Void. We thought him dead, but he was here on Earth. He stole the Tesseract along with a few agents. We are trying to find them now."

"It appears that Mistress Earth was correct then. It seems I may be of more use to this team after all. Come, God of Thunder, have a drink with me. I have a barrel of mead saved just for you."

"Thank you, Lady Willow. This drink is much needed."

Tony was enjoying his night very much. He got along well with almost all of his new team, only have a slight disagreement with some of the Capsicle's opinions. He found that no one could out drink Thor, except Lilian. Lilian seemed to have a very high tolerance, but everyone had their threshold. He watched as Lilian finally reached her limit. He was worried for her, she was dressed in a slightly provocative manner, and any man less virtuous that himself would be tempted by her. He vowed to stay close to her in the event that someone would get the wrong idea about his boss. But as Tony got increasingly drunker, he found it hard to focus on Lilian. He was having a conversation with Thor about the mechanics of their auto turrets around the Palace in Asgard when there was a commotion. Suddenly, his drunken mind cleared and he gasped at what he saw. Lilian was being held with a knife to her throat as some Russian looking fellow stood surrounded by a multitude of weapons. Tony grew very angry and felt his blood rush at the sight. Ignoring the shouts of everyone around him, he walked over to the man and punched him in the nose before dropkicking him right in the privates, effectively making him drop to the floor. He turned and caught Lilian as she started to fall, giggling. He noticed her eyes were clouded again and sighed. "Guys, I'm gonna take Lilian to her rooms. We should be back in fifteen minutes, she just needs to sober up. JARVIS, can you keep an eye on the party?"

"_Of course, Sir. Shall I inform the authorities about the attack on Miss Holt?" _

"Nah, I'm sure that Fury and his people can handle this," Tony called out as he picked up Lilian.

**EXPLICIT CONTENT WAS HERE, SEE AUTHOR'S NOTE FOR MORE INFO**

Once he got downstairs, he was immediately approached by Cap. "Where's Lilian?"

"She's upstairs still, she managed to throw up everywhere but the toilet, so she's changing. Something about not needing to shower because of her magic or whatever. I need a drink, excuse me."

When Tony sat down at the bar, he found Thor next to him, staring into a mug filled with dark liquor. "I'll have whatever he's having," Tony grumbled as he dropped his head into his hand. When his drink was set in front of him, he just nodded and picked up the mug to take a drink.

"What troubles you, Tony?" Thor asked, making Tony almost spit out his drink.

Tony sighed. "I just had drunken sex with my boss. I swear, her magic was influencing me too. I just couldn't shake it off."

Thor let out a laugh. "Do not worry, Tony. Lady Willow's magic has always affected others around her. It only does what she wants it too, whether that decision was made consciously or subconsciously. Did you not wonder how everyone's mind cleared when she was attacked? Her magic did that, as a means of protecting her. Lady Willow is very special, being a nature spirit from Asgard makes her more in tune with the atmosphere around her. Only those that know her well can recognize the signs. I could see her magic had a positive reaction to you, whenever you were near her, she would relax a small bit. That is why you were able to get so close to her when she was being held with the knife to her neck. It trusts you which means she does as well. Do not let this get you down, Tony. There is a reason for everything where Lady Willow is concerned."

Tony just nodded and finished his drink, letting the fuzz of alcohol fill his brain until the darkness of sleep grateful swallowed him.


End file.
